Richard A. Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A. Ronald L. Motley, Scruggs, Millette, Bozeman & Dent P.A. Richard F. Scruggs

The issue on appeal is whether a federal district court sitting in Massachusetts has specific personal jurisdiction over a suit brought by Richard A. Daynard, a Massachusetts law professor, for fees in the tobacco litigation, against the Mississippi law firm of Scruggs, Millette, Bozeman & Dent, and Richard Scruggs, a senior partner (“Scruggs defendants”). At the heart of Daynard’s claim is the argument that the court may reach the Scruggs defendants based in large part on contacts imputed from the South Carolina law firm of Ness, Motley, Loadholt, Richardson & Poole, and Ronald Motley (“Motley defendants”), all of whom purportedly acted on behalf of both firms in engaging Daynard to work on litigation against the tobacco industry. We conclude, contrary to the district court, that the Scruggs defendants are subject to specific personal jurisdiction based on their contacts with Massachusetts, particularly those contacts properly attributed to them from the Motley defendants, who are also defendants in this litigation.

Daynard is a law professor at Northeastern University specializing in litigation against the tobacco industry. He sued the Motley and Scruggs defendants, claiming that, pursuant to an oral agreement, he is entitled to a portion of the fees that these firms have received or will receive from their successful tobacco litigation.

The Motley defendants, based on their Massachusetts contacts, concede personal jurisdiction, but, central to this case, the Scruggs defendants do not. Daynard does not challenge the district court’s conclusion that the Scruggs defendants’ own direct contacts with Massachusetts are, by themselves, insufficient to permit personal jurisdiction. Instead, he challenges the district court’s ruling that personal jurisdiction does not exist based on the imputation of some of the Motley defendants’ contacts, which were purportedly made on behalf of both law firms, to the Scruggs defendants. The district court reasoned that the Motley defendants were not the Scruggs defendants’ agents, and, even if they were, the Scruggs defendants did not exert “substantial influence” over the Motley defendants’ in-forum activities. The district court reasoned that it could not, consistent with the Due Process Clause of the Fourteenth Amendment, attribute the Motley defendants’ contacts to the Scruggs defendants for purposes of personal jurisdiction.

Daynard appeals this decision arguing that the district court erred by relying on a general jurisdiction case, Donatelli v. National Hockey League, 893 F.2d 459 (1st Cir.1990), to derive the “substantial influence” requirement. Daynard argues that he need not show, for specific jurisdiction purposes, that the Scruggs defendants exerted substantial influence over the Motley defendants’ in-forum activities in order to impute the Motley defendants’ contacts to the Scruggs defendants. Daynard asserts that the defendants were engaged in a tobacco litigation joint venture and that, on this basis, attribution is proper.

*45 We conclude that Donatelli’s substantial influence test is not controlling in this case, where Daynard alleges that the defendants were in a joint venture, or at least held themselves out to be in a type of agency relationship. We need not determine whether the defendants were actually engaged in a joint venture between themselves, however. The facts, as asserted by Daynard and construed in the light of whether he has made a prima facie jurisdictional showing, suffice to show a relationship between the two defendants sufficient to impute some of the Motley defendants’ contacts to the Scruggs defendants. These same facts show that the Scruggs defendants held themselves out to be in some form of an agency relationship with the Motley defendants and, by accepting and encouraging Daynard’s services, and agreeing to compensate him on the basis of a share of the fees, ratified the Motley defendants’ in-forum activities giving rise to this lawsuit.

Traditional common law concepts, embodied in the law of Massachusetts, Mississippi, and South Carolina, confirm the fundamental fairness of requiring the Scruggs defendants to answer in Massachusetts. We conclude that the Scruggs defendants’ contacts with Massachusetts, particularly those contacts of the Motley defendants properly attributed to the Scruggs defendants, suffice to permit personal jurisdiction over the Scruggs defendants consistent with the Massachusetts long-arm statute and the Fourteenth Amendment of the Constitution.

I.

In this case there are many disputed, and as of yet unresolved, facts. We do not resolve these disputed facts because we “must accept the plaintiffs (properly documented) evidentiary proffers as true for the purpose of determining the adequacy of the prima facie jurisdictional showing.” Foster-Miller, Inc. v. Babcock & Wilcox Canada, 46 F.3d 138, 145 (1st Cir.1995). We use Daynard’s version of the facts (although we provide a brief description of the defendants’ competing version), drawn from his complaint, both sides’ subsequent affidavits, and the products of jurisdictional discovery, including Daynard’s deposition of Scruggs.

A. Daynard’s Allegations

Daynard is a resident and citizen of the Commonwealth of Massachusetts. He is, and has been for over thirty years, a law professor at Northeastern University School of Law, located in Massachusetts. For much of that time, he has focused his professional and academic efforts on defeating the tobacco industry in court. Daynard is Chair of the Tobacco Product Liability Project, President of the Tobacco Control Resources Center, and a frequent advocate for, and consultant to, those opposing the tobacco industry.

For many years there was a consensus that the potential for recovery against the tobacco industry was negligible. Indeed, the tobacco industry, until 1997, boasted that it had never paid a cent to a tort plaintiff. As of 2002, the situation is drastically different. Lawyers have sued the tobacco companies on behalf of many states and recovered astronomical sums for those states, with consequently large fees for themselves. During the past several years, almost every state has sued the tobacco industry, seeking, among other things, reimbursement for the medical costs incurred as a result of smoking-related health harms. The defendant law firms in this case have been responsible for instituting, litigating, and settling litigation against the tobacco industry on behalf of forty-six different states. This settlement was accomplished, in part, in *46 what is known as the Master Settlement Agreement. See National Association of Attorneys General, Master Settlement Agreement, at http://www.naag.org/to-bac/cigmsa.rtf (Nov. 23, 1998); Greenless v. Almond, 277 F.3d 601, 603 (1st Cir.2002) (describing the tobacco litigation and settlement). Daynard says this settlement will result in a distribution of billions of dollars to the two firms.

Daynard says that his efforts were central to many of these titanic recoveries. He quotes reputable authorities stating that he is the “recognized leader” in tobacco litigation on behalf of the public health and the “foremost authority” on, and “driving force” behind, anti-tobacco legal theory and strategy. In fact, Daynard quotes one authority stating that without Daynard’s tobacco work, the state-initiated tobacco litigation would not even exist.

The parties agree that Charles Patrick, then a partner at Ness Motley, came to Boston, Massachusetts in the fall of 1993 to meet with Daynard. Daynard says that, at the time Patrick traveled to Boston to retain his services, Ness Motley and Scruggs Millette were engaged in a tobacco litigation joint venture. Indeed, throughout his dealings with Ness Motley and Scruggs Millette, Daynard understood the two firms to be in a joint venture that at first encompassed the Mississippi tobacco litigation and then broadened to include tobacco litigation nationwide. Daynard insists that Patrick was acting on behalf of both firms and that Patrick retained him to advance the objectives of the firms’ joint venture.

Shortly after this initial meeting in Boston, Daynard traveled to Ness Motley’s South Carolina offices, where he met with members of the firm, including Ronald Motley. At these meetings, Daynard identified and explained legal theories for recovery on behalf of state governments. After these meetings, Daynard continued to communicate regularly, by phone and fax, with members of Ness Motley, providing them advice on similar matters.

As a result of Ness Motley’s retention of him, purportedly on behalf of both firms, Daynard also began “communicating] regularly” with the Mississippi law firm Scruggs Millette and providing the firm with “advice and assistance.” Beginning in the fall of 1993, members of both firms came to Boston to meet with and receive advice from Daynard, in furtherance of his engagement by them. 1 According to his affidavit, Daynard “had many conversations, meetings and written communications in Boston with members of the defendant firms, in which [he] provided advice and undertook specific projects for their use in the tobacco litigation.”

Daynard asserts that his legal theories, strategies, evidence, and arguments “subsequently formed a central component” of the firms’ litigation brought on behalf of several states against the tobacco industry. In addition, Daynard introduced Ness Motley firm members to experienced tobacco litigators and to pleading and discovery files from other tobacco cases.

Initially, Ness Motley compensated Day-nard based on hourly fees for his services rendered. As Daynard’s relationship with the two firms progressed, he had “several conversations” with “both Mr. Motley and Mr. Scruggs in which they stated that they would appropriately compensate [Daynard] ... and that the final form of compensation would be” in the form of a share of the fees the firms obtained from handling the states’ tobacco litigation. Ronald Motley advised Daynard that he would be compensated for his assistance as a member of the *47 Ness Motley “team.” After this communication, Daynard says that he received no further compensation from Ness Motley. As to payment by Scruggs Millette, the parties agree that Scruggs Millette never compensated Daynard.

When the state tobacco litigation commenced, Daynard continued to work with both firms, educating their attorneys on the relevant issues, counseling them based on his experience in other tobacco litigation, providing them with relevant documents and information, and introducing them to potential witnesses and contacts. He developed litigation strategies and worked on pleadings and other documents for the firms. Many of these services were performed in Boston. See Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 188 F.Supp.2d 115, 118 (2002) (stating that “Daynard performed his research and writing, met with Ness Motley partners, and allegedly formed a compensation contract in Massachusetts”); id. at 119. Daynard also spoke at conferences of state governmental officials where he arranged for Ness Motley and Scruggs Mil-lette to participate, thereby advancing their ongoing litigation and providing them with legitimacy in the eyes of potential state clients.

Ness Motley recognized and encouraged Daynard’s efforts by assigning him specific projects, by requesting his information and assistance, by transporting him to selected meetings and proceedings, and by accepting his work product. At some point in 1996, when Daynard became concerned that some Ness Motley attorneys were trying to minimize his role in the litigation, Mr. Motley assured Daynard that this was not the case.

In July of 1996, when Daynard reported to Ness Motley on the time he had expended to complete a research, project that Ness Motley had requested, the firm, consistent with its own and the Scruggs defendants’ past assurances, informed Day-nard that it would compensate him for his work by paying him a share of the fees generated if the litigation was successful, an arrangement to which Daynard agreed. As a result of this promise, Daynard ceased submitting descriptions of his hourly work and requests for payment to Ness Motley.

Daynard says that, at a meeting in late August of 1996, Scruggs Millette and Ness Motley “confirmed” their agreement to compensate him in the form of a share of the fees. On August 25 through August 27, 1996, Daynard, Motley, and Scruggs were in Chicago, Illinois, participating in meetings related to the state tobacco litigation. Scruggs and Motley scheduled a meeting with Daynard during that period to discuss Daynard’s specific share of any fee award. Although Motley was ultimately not able to attend the meeting, Daynard met with Scruggs. Daynard says he asked Scruggs “whether he was speaking for both himself and Mr. Motley” and Scruggs stated that he was, that Daynard could rely on this, and that he was acting with at least “apparent authority” for Motley. Scruggs promised Daynard 5% of any fees ultimately recovered, in any state tobacco litigation in which any of the defendants were counsel, as compensation for Day-nard’s past and continuing assistance. Daynard says he accepted the 5% agreement and that he and Scruggs shook hands on it. Based on the conduct of the Scruggs and Motley defendants during the course of the tobacco litigation, Daynard says that he reasonably believed Scruggs to be acting with apparent authority for both firms.

Relying on this 5% figure, and “ongoing assurances and representations,” Daynard continued to work for the two firms. For example, Scruggs requested that Daynard *48 be available during the trial in the Mississippi litigation and agreed to compensate Daynard for the cost of paying a substitute teacher to cover his Northeastern University teaching obligations. Daynard agreed by committing $15,000 of his own personal funds to buy himself out of his teaching obligations so that he could be present full-time during the trial.

Almost a year after the alleged handshake on the 5% compensation figure, and after the Mississippi state litigation had reached a tentative settlement, Daynard wrote a letter to Scruggs confirming the fee arrangement and identifying certain expenses that Daynard had incurred associated with the Mississippi litigation. Scruggs never responded. A few months later, Daynard wrote another letter, this time to both Scruggs and Motley, referring to the 5% fee arrangement. At this point, both firms were expecting to reap significant attorney’s fees from the Mississippi settlement and also from the Florida settlement. Joseph Rice of Ness Motley and Richard Scruggs both responded to this second letter and both disavowed the 5% fee arrangement. Neither firm has paid Daynard any of the legal fees it has received to date. Daynard alleges that the firms based their refusal to pay him the 5% on his failure to support certain national tobacco liability legislation, a requirement he says the defendants never mentioned in any previous communication.

B. State Court Proceedings, Federal District Court Proceedings, and the Defendants’ Side of the Story

On December 27, 2000, Daynard sued the Motley defendants and the Scruggs defendants in the Superior Court for Suffolk County, Massachusetts, seeking, among other things, compensation in the form of what Daynard says is his rightful share of fees generated from settlements with several states, not including Massachusetts. Daynard claims that Ness Motley and Scruggs Millette have already received millions and will receive over two billion dollars of the fees generated from the settlement, 5% of which he claims is rightfully his. With the consent of the Motley defendants, the Scruggs defendants removed the case to federal district court on January 18, 2001. See 28 U.S.C. § 1441 (1994).

In their answer, the Motley defendants conceded the Massachusetts court’s personal jurisdiction, but told a story on the merits very different from Daynard’s. The Motley defendants admit that, in 1993, Patrick of Ness Motley met Daynard in Massachusetts, and that the firm continued to meet with and communicate with Daynard. Furthermore, they agree that Daynard provided them with documents related to the tobacco litigation, identified some potential witnesses, and did some general work on the state tobacco litigation. The Motley defendants admit that the firm made specific requests of Day-nard and provided him with transportation to certain meetings and proceedings. They say that they paid Daynard for this work.

But the Motley defendants downplay Daynard’s expertise, say that his assistance was neither invaluable nor substantial, and claim that his theories never formed a central component of their tobacco litigation. Furthermore, they deny that either they or Scruggs ever met with Day-nard in Chicago and agreed upon the 5% figure. They deny that any agreement as alleged by Daynard existed. The Motley defendants’ position is that they have already paid Daynard any money they ever owed him.

On May 30, 2001, the Motley defendants moved for summary judgment. The district court denied this motion in part on *49 September 13, 2001, and issued its conclusions in a written memorandum on December 3, 2001. Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 178 F.Supp.2d 9 (D.Mass.2001). The district court addressed those issues reserved in the September 13 hearing and in the December 3 memorandum in a second memorandum and order, in which it denied the Motley defendants’ motion for summary judgment. Daynard, 188 F.Supp.2d 115.

The Scruggs defendants pursued a different legal strategy. On April 20, 2001, they moved to dismiss Daynard’s complaint for lack of personal jurisdiction or for failure to state a claim, and moved in the alternative for summary judgement. See Fed.R.Civ.P. 12(b)(2), 12(b)(6), and 56. Scruggs stated that he never agreed to share any fees with Daynard and that

[i]t has always been my understanding that Professor Daynard acted as a volunteer in all of his endeavors with respect to the litigation, or was otherwise compensated by Ness Motley as a consultant on a limited basis, and that his activities were designed primarily to promote his own agenda with respect to tobacco control.

As to personal jurisdiction, Scruggs states that neither he nor his firm has ever had any offices, real estate, bank accounts, or other property in Massachusetts. Furthermore, none of the Scruggs defendants has ever practiced law in Massachusetts. Daynard does not deny this. In addition, Scruggs says that he has never traveled to Massachusetts in connection with any fee sharing arrangement with Daynard or in connection with any of Daynard’s work under the alleged arrangement. He denies that he or his firm had any role in contacting or retaining Daynard in Massachusetts. He further states that the Scruggs defendants did not request, or even have knowledge of, the Motley defendants’ meetings with Daynard. Scruggs also denies that the Scruggs defendants or the Mississippi joint venture, to the extent that it existed, ever gave the Motley defendants any directions with respect to Day-nard.

Although Scruggs concedes that “Day-nard did at times consult with me concerning the tobacco litigation in general,” he says that “these instances were extremely infrequent and were not requested or solicited by me” and that the “ ‘assistance’ ... consisted of nothing more than information already made available to the general public.”

With respect to any relationship between Scruggs Millette and Ness Motley, Scruggs stated, in a second affidavit, that Scruggs Millette was part of a written joint venture agreement in the Mississippi litigation, but that Ness Motley was not a party to that agreement. He says that “[pjrior to April of 1999, there was simply no arrangement [between Scruggs Millette and Ness Motley] with respect to the sharing of attorney’s fees in the nationwide tobacco litigation.” Scruggs also noted that there was no agreement that “either Scruggs Millette or Ness Motley could exert control over tobacco litigation in states where those firms were not counsel of record.”

The district court, after one hearing on May 31, 2001, and after granting Daynard limited jurisdictional discovery on the issue of the relationship between the defendants from 1992 to 1998, held another hearing on September 13, 2001, in which it dismissed Daynard’s complaint against the Scruggs defendants for lack of personal jurisdiction. At that September 13 hearing, the district court stated what it labeled the “bottom line of [its] reasoning” for finding that it lacked personal jurisdiction over the Scruggs defendants:

*50 [Wjhile the facts are sufficient to show a joint venture with respect to the Mississippi litigation, as the First Circuit has defined the term substantial influence in the Donatelli versus National Hockey League case, there is insufficient evidence in this case that the Mississippi law firm or Mr. Scruggs exercised a substantial influence over the Ness firm such as would subject Scruggs or the Mississippi firm to personal jurisdiction in Massachusetts.

Soon after that, the court entered final judgment in favor of the Scruggs defendants, thus permitting an immediate appeal to this court.

The district court supported its September 13 conclusion in a December 21, 2001, memorandum. Daynard v. Ness, Motley, Loadholt, Richardson & Poole, P.A., 184 F.Supp.2d 55 (D.Mass.2001). In that memorandum, the district court addressed two theories on which Daynard might show personal jurisdiction over the Scruggs defendants. Id. at 60-76. First, the district court concluded that it did not have personal jurisdiction over the Scruggs defendants based on their own direct contacts with Massachusetts. Id. at 68. Second, the district court concluded that it lacked jurisdiction over the Scruggs defendants based on contacts imputed from the Motley defendants. Id. at 76. The district court reasoned that the Scruggs defendants “likely were not in a joint venture” with the Motley defendants, 2 that the Motley defendants did not act as the Scruggs defendants’ agent, 3 and that the “substantial influence” requirement articulated in Donatelli, 893 F.2d at 469, 472, precluded jurisdiction under the Due Process Clause, U.S. Const. amend. XIV. Daynard, 184 F.Supp.2d at 74-76. Daynard appeals the district court’s holding that it lacks personal jurisdiction under an imputed or attributed contacts theory. 4

II.

A. Burden of Proof and Standard of Review

To hear a case, a court must have personal jurisdiction over the parties, “that is, the power to require the parties to obey its decrees.” United States v. Swiss Am. Bank, Ltd., 191 F.3d 30, 35 (1st Cir.1999). The plaintiff bears the burden of proving the court’s personal jurisdiction over the defendant. Foster-Miller, 46 F.3d at 145; Boit v. Gar-Tec Prods., Inc., 967 F.2d 671, 674-75 (1st Cir.1992). The district court, faced with a motion to dismiss for lack of personal jurisdiction, Fed.R.Civ.P. 12(b)(2), may choose from among several methods for determining whether the *51 plaintiff has met this burden. Foster-Miller, 46 F.3d at 145; Boit, 967 F.2d at 674-75. “The most conventional of these methods,” known as the “prima facie” method, Foster-Miller, 46 F.3d at 145, “permits the district court ‘to consider only whether the plaintiff has proffered evidence that, if credited, is enough to support findings of all facts essential to personal jurisdiction/ ” id. (quoting Boit, 967 F.2d at 675). 5

The district court applied the prima fa-cie method. Daynard, 184 F.Supp.2d at 61. We review the district court’s choice of method de novo. Foster-Miller, 46 F.3d at 147. The parties do not object to the district court’s choice of the prima facie method. Daynard states in his brief that the district court employed the prima facie approach and the Scruggs defendants agree, making no attempt to challenge the applicability of this approach. Therefore, the Scruggs defendants have waived any objection to the application of the prima facie method. Cashmere & Camel Hair Mfrs. Inst. v. Saks Fifth Ave., 284 F.3d 302, 309 (1st Cir.2002); Ortiz v. Gaston County Dyeing Mach. Co., 277 F.3d 594, 598 (1st Cir.2002). Under these circumstances, we accept the prima facie method. 6

Accordingly, Daynard has the burden of making a prima facie showing of personal jurisdiction over the Scruggs defendants. We “must accept the plaintiffs (properly documented) evidentiary proffers as true for the purpose of determining the adequacy of the prima facie jurisdictional showing.” Foster-Miller, 46 F.3d at 145. We take these facts “as true (whether or not disputed) and construe them in the light most congenial to the plaintiffs jurisdictional claim.” Mass. Sch. of Law at Andover, Inc. v. Am. Bar Ass’n, 142 F.3d 26, 34 (1st Cir.1998); see also Sawtelle v. Farrell, 70 F.3d 1381, 1385-86 (1st Cir.1995). “We then add to the mix facts put forward by the defendants, to the extent that they are uncontradicted.” Mass. Sch. of Law, 142 F.3d at 34. We review the district court’s application of the prima facie standard de novo. Foster-Miller, 46 F.3d at 147.

B. Background Law

“In determining whether a nonresident defendant is subject to its jurisdiction, a federal court exercising diversity jurisdiction ‘is the functional equivalent of a state court sitting in the forum state.’ ” Sawtelle, 70 F.3d at 1387 (quoting Ticketmaster-New York, Inc. v. Alioto, 26 F.3d 201, 204 (1st Cir.1994)). “A district court may exercise authority over a defendant by virtue of either general or specific [personal] jurisdiction.” Mass. Sch. of Law, 142 F.3d at 34. General jurisdiction exists when the defendant has engaged in “continuous and systematic activity” in the forum, even if the activity is unrelated to the suit. United Elec., Radio & Mach. Workers v. 163 Pleasant St. Corp., 960 F.2d 1080, 1088 (1st Cir.1992). This is not such a case and no party suggests that it is. “In the absence of general jurisdiction, a court’s power depends upon the existence of specific jurisdiction.” Mass. Sch. of Law, 142 F.3d at 34.

*52 To establish personal jurisdiction, Day-nard must show that the Massachusetts long-arm statute grants jurisdiction and, if it does, that the exercise of jurisdiction under the statute is consistent with the constitution. Foster-Miller, 46 F.3d at 144.

Daynard’s complaint pleads that personal jurisdiction exists under subsections (a), (c), and (d) of the Massachusetts long-arm statute. Mass. Gen. Laws ch. 223A, § 3 (2000). 7 The relevant provision is § 3(a). The question under this subsection is whether the Scruggs defendants “act[ed] directly or by an agent, as to a cause of action ... arising from the [defendants'] ... transacting any business in” Massachusetts. Id. § 3(a). We may sidestep the statutory inquiry and proceed directly to the constitutional analysis, however, because the Supreme Judicial Court of Massachusetts has interpreted the state’s long-arm statute “as an assertion of jurisdiction over the person to the limits allowed by the Constitution of the United States.” “Automatic” Sprinkler Corp. of Am. v. Seneca Foods Corp., 361 Mass. 441, 280 N.E.2d 423, 424 (1972); accord Tatro v. Manor Care, Inc., 416 Mass. 763, 625 N.E.2d 549, 553 (1994); see also Sawtelle, 70 F.3d at 1388 (“[W]hen a state’s long-arm statute is coextensive with the outer limits of due process, the court’s attention properly turns to the ... constitutional standards.”).

“The Due Process Clause protects an individual’s liberty interest in not being subject to the binding judgments of a forum with which he has established no meaningful ‘contacts, ties, or relations.’” Burger King Corp. v. Rudzewicz, 471 U.S. 462, 471-72, 105 S.Ct. 2174, 85 L.Ed.2d 528 (1985) (quoting Int’l Shoe Co. v. Washington, 326 U.S. 310, 319, 66 S.Ct. 154, 90 L.Ed. 95 (1945)). “[D]ue process requires only that in order to subject a defendant to a judgment in personam, if he be not present within the territory of the forum, he have certain minimum contacts with it such that maintenance of the suit does not offend ‘traditional notions of fair play and substantial justice.’ ” Int’l Shoe, 326 U.S. at 316, 66 S.Ct. 154 (quoting Milliken v. Meyer, 311 U.S. 457, 463, 61 S.Ct. 339, 85 L.Ed. 278 (1940)); see also Noonan v. Winston Co., 135 F.3d 85, 90 (1st Cir.1998). In a contract case, we evaluate the parties’ “prior negotiations and contemplated future consequences, along with the terms of the contract and the parties’ actual course of dealing” to determine whether the defendants purposefully established minimum contacts. Burger King, 471 U.S. at 479, 105 S.Ct. 2174.

The more difficult question in this case is whether any of the Motley defendants’ contacts may be imputed to the Scruggs defendants for purposes of establishing “minimum contacts.” We conclude that some of these contacts may be imputed. The next question is whether the sum of any imputed and direct contacts permits the court to exercise personal jurisdiction over the Scruggs defendants consistent with the Constitution. We conclude that these contacts suffice under Supreme *53 Court law, e.g., Burger King, 471 U.S. at 471-87, 105 S.Ct. 2174; Int’l Shoe, 326 U.S. 310, 66 S.Ct. 154, 90 L.Ed. 95, and the law of this circuit, e.g., Noonan, 135 F.3d at 90; Foster-Miller, 46 F.3d at 144.

C. Imputed Contacts

Daynard alleges that the relationship between the Motley defendants and the Scruggs defendants is such that some of the Motley defendants’ contacts with Massachusetts should be imputed to the Scruggs defendants. As the district court recognized, whether the defendants were in all respects joint venturers is not alone dispositive, Daynard, 184 F.Supp.2d at 74, although the parties focus much of their energies on disputing this particular issue. The basic question is whether the relationship between the Scruggs defendants and the Motley defendants, however one labels it, is sufficient' to attribute any of the Motley defendants’ contacts to the Scruggs defendants for the purpose of reaching the Scruggs defendants under the Massachusetts long-arm statute as cabined by the Due Process Clause of the Fourteenth Amendment. We conclude that the relationship was sufficient for that purpose. Daynard has put forth evidence that, if credited and accepted as true, is enough to support personal jurisdiction over the Scruggs defendants.

Daynard alleges that the Motley defendants and the Scruggs defendants were part of a formal, written joint venture between themselves. He also says that he believed the parties to be joint venturers because they “consistently purported to be” in such a relationship. Daynard argues that at the time Charles Patrick of Ness Motley came to Massachusetts to retain him, Ness Motley and Scruggs Mil-lette were engaged in a form of tobacco litigation j oint venture. Daynard says that Patrick was acting for both firms when Patrick retained him and that Patrick retained him to advance the objectives of the joint venture. Throughout his dealings with Ness Motley and Scruggs Millette, he understood the two firms to be in a joint venture that at first encompassed the Mississippi tobacco litigation and then broadened to include tobacco litigation nationwide.

1. Applicability of Donatelli’s “substantial influence” test.

First, there is the threshold question of whether the district court properly applied Donatelli, 893 F.2d 459, as the governing test. The parties devote the majority of their attention to this issue, but it is not dispositive of the personal jurisdiction question. The district court concluded that even if the Motley defendants acted as the Scruggs defendants’ agents, “there was no substantial influence as required by Due Process.” Daynard, 184 F.Supp.2d at 76. The district court derived this “substantial influence” requirement from Do-natelli, 893 F.2d at 469, a general jurisdiction case. The district court was in error. It read Donatelli as applying an exclusive test and as applying in the present, very different context. This over-reads Dona-telli.

The question before us is whether Day-nard must meet the substantial influence test in order to comply with jurisdictional Due Process requirements. Although Do-natelli aids our inquiry, we conclude that its substantial